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TMP INLAND EMPIRE VI, LTD
A California Limited Partnership
The previously filed 10-Q for the quarter ended March 31, 1997 is being amended
with restated audited financial statements to reflect the addition of a two
million dollar ($2,000,000) valuation reserve as of December 31, 1996 with
respect to certain land costs.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Quarterly Report Pursuant to Section 13 or 15(d)
of
The Securities Exchange Act of 1934
for the Quarterly Period ended March 31, 1997
Commission File No. 0-19933
TMP INLAND EMPIRE VI, LTD.
A CALIFORNIA LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
CALIFORNIA 33-0341829
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
801 North Parkcenter Drive, Suite 235 92705
Santa Ana, California (Zip Code)
(Address of principal executive office)
(714) 836-5503
(Registrant's telephone number, including area code)
----------------------
Indicate by check mark whether Registrant has [1] filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period that the registrant was required
to file such reports) and [2] has been subject to such filing requirements for
the past 90 days.
Yes [X] No [ ]
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The following financial statements are filed as a part of this Form 10-Q:
Balance Sheets as of March 31, 1997 and December 31, 1996
Statements of Income for the Three Months ended March 31, 1997 and 1996
Statements of Cash Flows for the Three Months ended March 31, 1997, and 1996
The accompanying unaudited interim financial statements include all adjustments
(consisting solely of normal recurring adjustments) which are, in the opinion of
management, necessary to fairly present the financial position of the
Partnership as of March 31, 1997 and the results of its operations, changes in
partners' equity, and cash flows for the periods then ended.
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<TABLE>
<CAPTION>
TMP Inland Empire VI, LTD.
A California Limited Partnership
Balance Sheets
March 31, December 30,
1997 1996
(Unaudited) (Audited)
----------- ---------
<S> <C> <C>
Assets
Cash $ (4,961) $ 81,499
Accounts Receivable 12,245 ---
Investment in Unimproved Land (Note 1) 5,670,434 5,500,000
Notes Receivable (Note 3) 223,516 223,516
------------ -------------
Total Assets $ 5,901,234 $ 5,805,015
=========== =============
Liabilities and Partners' Capital
Accounts Payable and Accrued Liabilities $ 800 $ 1,256
Due to Affiliates 1,958 569
Property Taxes Payable 14,707 ---
Notes Payable (Note 4) 110,000 ---
---------- -------------
Total Liabilities 127,465 1,825
========== =============
Partners' Capital
General Partners (44,945) (44,651)
Limited Partners, Limited Partners;
11,500 Equity Units
Authorized and Outstanding 5,818,714 5,847,841
----------- -------------
Total Partners' Capital 5,773,769 5,803,190
----------- -------------
Total Liabilities and Partners' Capital $ 5,901,234 $ 5,805,015
=========== =============
</TABLE>
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<TABLE>
<CAPTION>
TMP Inland Empire VI, LTD.
A California Limited Partnership
Statements of Income
(Unaudited)
Three Months Ended
March 31, March 31,
1997 1996
------------ ------------
<S> <C> <C>
Land Sales $ 0 $ 0
Cost of Land Sales 0 0
------------ ------------
Gross Profits 0 0
Interest and Other Income 763 6,015
Amortization 0 1,700
General & Admin. Expenses 30,184 0
------------ ------------
Net Income (Loss) $ (29,421) $ 4,315
============ ============
Allocation of Net Income (Loss) (Note 2)
General Partners $ (294) $ 43
============ ===========
Limited Partners $ (29,127) $ 4,272
============ ===========
Limited Partners, per unit $ (2.53) $ 0.37
============ ===========
</TABLE>
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<TABLE>
<CAPTION>
TMP Inland Empire VI, LTD.
A California Limited Partnership
Statements of Cash Flows
(Unaudited)
Three Months Ended
March 31, March 31,
1997 1996
--------- ---------
<S> <C> <C>
Net Income (Loss) $ (29,421) $ 4,315
Cash Flows from Operating Activities
Adjustments to Reconcile Net Income (Loss) to
Net Cash Used in Operating Activities:
Amortization of Organization Costs --- 1,700
(Increase) in Investment in Unimproved Land (170,434) (34,172)
(Increase) Decrease in Prepaid Expense --- ---
Increase in Accounts Receivable (12,245) 19
Increase in Account Payable and Accrued Liabilities 15,640 26,287
Decline in Fair Value of Unimproved Land --- ---
--------- ---------
Net Cash Used in Operating Activities (196,460) (1,851)
--------- ---------
Cash Flows From Financing Activities:
(Increase) Decrease in Notes Receivable --- ---
Increase (Decrease) in Notes Payable 110,000 ---
--------- ---------
Net Cash Provided by Financing Activities 110,000 ---
--------- ---------
Net Increase in Cash (86,460) (1,851)
Cash, Beginning of Period 81,499 153,911
--------- ---------
Cash, End of Period $ (4,961) $152,060
========= =========
Supplemental Disclosure of Cash Flow Information
Income Taxes Paid --- ---
Interest Paid --- ---
</TABLE>
<PAGE>
TMP Inland Empire VI, LTD.
a California Limited Partnership
Notes to the Financial Statements
For the Three Months Ended March 31, 1997
(Unaudited)
NOTE 1 - Summary of Significant Accounting Policies
Accounting Method - TMP Inland Empire VI, Ltd. (the Partnership) prepares its
- ------------------
financial statements on the accrual basis of accounting.
Organization Costs - Organization costs include expenses incurred in the
- -------------------
formation of the Partnership that have been capitalized and that have been
amortized over a period of 40 years prior to 1992 and are being amortized over
five years beginning in 1992.
Investment in Unimproved Land - The Partnership's land is stated at the lower of
- -----------------------------
actual cost or market value, based on specific identification. All costs
associated with the acquisition of a property are capitalized. In addition, the
Partnership capitalizes all direct carrying costs.
Income Taxes - The entity is treated as a partnership for income tax purposes
- -------------
and any income or loss is passed through and taxable at the partner level.
Accordingly, no provision for federal income taxes is provided.
NOTE 2 - Allocation of Profits, Losses and Cash Distributions
Profits, losses, and cash distributions are allocated 99 percent to the limited
partners and one percent to the General Partners until the limited partners have
received an amount equal to their capital contributions plus a cumulative,
non-compounded return of six percent per annum based on their adjusted capital
account balances. At that point, remaining profits, losses and cash
distributions are allocated 83.5 percent to the limited partners and 16.5
percent to the General Partners.
As of March 31, 1997 and 1996, profits, losses and cash distributions were
allocated 99 percent to the limited partners and one percent to the General
Partners.
NOTE 3 - Note Receivable
As of March 31, 1997, the Partnership had a note receivable from the sale of
Partnership land. The note was originally for $248,000 and bears interest at
seven percent per annum. The note matures August 29, 2002, however, as of March
31, 1997, the note was in default and the Partnership is in the process of
foreclosing on the property securing the note.
NOTE 4 - Note Payable
As of March 31, 1997, the Partnership had a note payable to a third party
engineering company. The note was issued in return for engineering work
performed and is due and payable upon sale of
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TMP Inland Empire VI, LTD.
a California Limited Partnership
Notes to the Financial Statements
For the Three Months Ended March 31, 1997
(Unaudited)
the property, or March 1, 1996, whichever came first. When the Partnership sold
the property, the buyer assumed the note. However, since the Partnership is
foreclosing on the land, the note will be a Partnership liability. Management is
negotiating for an extension on the note.
NOTE 5 - Restatement and reissuance of 1996 financial statements
In compliance with Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets to Be Disposed Of (SFAS
121)," the 1996 financial statements reported an expense for the decline in fair
market value of unimproved land of $2,013,087. It has been determined through
additional evaluation by management that certain real estate assets required an
additional valuation reserve of $2,000,000 as of December 31, 1996. Therefore,
the 1996 financial statements were restated on April 8, 1999, to reflect the
value of the investment in unimproved land at the lower of cost or market.
In addition, certain carrying costs of land that were previously capitalized
have been restated as current expenses in the amount of $30,184 for the three
months ended March 31, 1997.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Partnership revenues during the three months ended March 31, 1997 and 1996
consisted primarily of interest income. There were no property sales during the
periods.
During the three months ended March 31, 1997, operating activities used
approximately $196,000, mostly for the development and carrying costs of the
land held for investment. Financing activities provided approximately $110,000
from a note payable.
Operating activities for the three months ended March 31, 1996 used
approximately $34,000 for the carrying costs of the land held for investment.
Most of this was accrued for but unpaid.
The Partnership had ten properties as of March 31, 1997 that are being held for
appreciation and resale. Upon the sale of each property, the Partnership intends
to distribute the sales proceeds, less any reserves needed for operations, to
the partners.
Management believes that the Partnership has insufficient cash to meet the
anticipated cash requirements of the Partnership for the next twelve months.
Management may attempt to sell one of more parcels of land or procure a loan
secured by Partnership land. In the alternative, management may withhold payment
of certain expenses such as property taxes or expense reimbursements to the
general partner.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: JUNE 4, 1999
TMP Inland Empire VI, LTD.
A California Limited Partnership
By: TMP Investments, Inc., as General Partner
By: /S/ WILLIAM O PASSO
---------------------------------
William O. Passo, President
By: /S/ ANTHONY W THOMPSON
---------------------------------
Anthony W. Thompson, Exec. VP
By: /S/ MICHAEL SUN
---------------------------------
Michael Sun, Chief Financial Officer
By: TMP Properties, a California General
Partnership as General Partner
By: /S/ WILLIAM O PASSO
---------------------------------
William O. Passo, General Partner
By: /S/ ANTHONY W THOMPSON
---------------------------------
Anthony W. Thompson, General Partner
By: /S/ SCOTT E MCDANIEL
---------------------------------
Scott E. McDaniel, General Partner
